BY-LAWS 


CLAY  STREET  HILL 


RAILROAD   COMPANY, 


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SAN     FRANCISCO: 

IHANK  KASTMAN,  BOOK  AND  JOB  PRIKTKR,  o<l9  CLAY  STREET 

1872. 


BY-LAWS 


CLAY  STREET  HILL 


RAILKOAD   COMPANY, 


C%  ^wrf  §ountg  of  ^Htt  ^rmcmo. 


SAN    FRANCISCO: 

FRANK  KA8TMAN.  BOOK  AND  JOB  PRINTER,  50H  CLAY  STREET 

1872. 


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OF   THE 

Oky  Street  HIM  EmlmM  Co, 

CITY  AND  COUNTY  OF  SAN   FRANCISCO. 
AETICLE  I. 

DIRECTORS    ANI>    OFFICERS. 

Section  1.  The  corporate  powers  of  this  Company 
-hall  be  exercised  l)v  a  Board  of  seven  Directors. 

Sec.  2.  The  officers  of  the  Company  shall  be  a 
rr(»sident,  Vice  President,  Treasurer,  Secretary,  and 
such  subordinate  officers  as  are  hereinafter  specified. 

ARTICLE  II. 

AV.VrAL  .VXD  SPK  TAL  MRETIXOS,  ELECTIONS,  VAC!AN(!IES, 
REMOVALS,  ETC. 

Sec.  M.  On  the  third  Thursday  of  August,  1H72, 
and  eveiy  year  thereafter,  the  Stockholders  shall  hold 
their  annual  meeting,  in  tlie  City  of  San  Francisco. 
At  such  annual  meeting  there  shall  be  an  election  of 
s«'von  Directors,  to  serve  for  the  ensuing  year  and 
until  their  successors  are  elected.  The  election  shall 
bo  by  l)allot,  by  a  majority  of  the  votes  of  the  Stock- 


4  BY-LAWS. 

holders  being  present,  in  person  or  by  written  proxy. 
Every  Stockholder  so  present  in  23erson  or  by  proxy, 
sliall  have  one  vote  for  each  share  of  stock  which  he 
may  have  owned  for  ten  days  next  preceding  such 
election,  and  not  otherwise. 

Sec.  4,  No  person  shall  be  a  Director  unless  he 
shall  be  a  Stockholder,  owning  and  holding  bona  Jide 
at  least  five  shares  of  stocks,  in  his  own  name  and 
right  absolutely  on  the  books  of  the  Company,  for 
thirty  days  next  preceding  his  election.  A  majority 
of  the  Directors  shall,  at  the  time  of  their  election, 
be  residents  of  the  State  of  California. 

Sec.  5.  Proxies  shall  be  in  writing,  signed  by  the 
Stockholder  granting  them,  and  they  shall  1^  filed 
with  the  Secretary. 

Sec.  6.  Notice  of  such  annual  meeting  for  said 
election  shall  be  given  by  the  Secretary,  specifying 
the  hour  and  place,  and  shall  be  published  by  him 
not  less  than  twenty  days  previous  thereto,  in  one 
daily  newspaper  published  in  the  City  of  San  Fran- 
cisco. 

Sec.  7.  When,  from  any  cause,  such  election  shall 
not  be  held  on  said  third  Thursday  of  August  in  any 
year,  it  shall  be  held  within  two  weeks  thereafter. 
Notice  thereof  shxll  be  given  by  the  Secretary,  as  in 
the  last  preceding  section  provided,  except  that  the 
notice  thereof  shall  be  published  for  ten  days,  not  in- 
cluding Sundays,  next  preceding  the  day  of  such 
election. 

Sec.  8.  All  elections  for  Directors  shall  be  public 
to  the  Stockholders.  The  President  (or  in  his  ab- 
sence the  Vice  President)  of  the  Company,  together 


BY-LAWS.  O 

with  one  Director  and  one  Stockholder,  both  to  be 
chosen  by  the  Board  of  Directors,  shall  act  as  the 
judges  of  election,  receive,  count  and  canvass  the 
votes,  and  declare  the  result  without  delay.  The  Sec- 
retary shall  be  the  tally-clerk.  In  the  absence  of  any 
officer  of  election,  his  place  shall  be  filled  by  the 
Stockholders  present  at  the  opening  of  tlie  election. 
The  polls  shall  open  at  twelve  o'clock  and  close  at 
three  o'clock  of  the  same  day. 

Sec.  9.  The  Directors  chosen  at  each  annual  elec- 
tion shall  meet  and  organize  as  a  Board  on  the  third 
day  after  the  result  of  the  election  is  declared.  At 
such  meeting  they  shall  elect  from  their  own  number 
a  President,  Vice  President,  and  Treasurer  ;  all  of 
whom  shall  hold  their  offices  for  one  year,  or  until 
their  successors  are  elected  and  qualified.  They  shall 
also  elect  a  Secretary,  subject  to  the  pleasure  of  the 
Board  of  Directors. 

Sec.  10.  The  Secretary  and  Treasurer,  before  enter- 
ing upon  the  duties  of  their  respective  offices,  shall 
give  a  bond  for  the  faithful  performance  of  such  duties, 
in  an  amount  and  with  sureties  to  be  approved  by  the 
Board  of  Directors. 

Sec.  11.  In  case  of  the  absence  of  any  Director 
from  four  regular  meetings  of  the  Board  successively, 
or  of  his  resignation,  the  Board  of  Directors  may,  by 
a  majority,  declare  his  office  vacant,  and  elect  a  Di- 
rector (duly  qualified)  to  fill  the  same  for  the  unex- 
l)ired  term. 

Sec.  12.  Meetings  af  Stockholders  may  be  called 
at  any  time  during  the  interval  between  the  annual 
meetings,   by  the  Directors,   or  by  any  number  of 


b  BY-LAWS. 

Stockholders  owning  not  less  than  one-third  in  value 
of  the  stock,  by  giving  thirty  days  public  notice  of  the 
time  and  place  of  the  meetings,  in  the  manner  pro- 
vided in  the  sixth  foregoing  section  for  annual  meet- 
ings. 

Sec.  13.  When  any  such  meeting  is  called  by  the 
Stockholders,  Ihe  particular  object  of  such  meeting 
shall  be  stated  in  such  notice,  and  no  other  business 
shall  be  transacted  at  such  meeting  when  so  called  by 
the  Stockholders  as  aforesaid,  except  such  as  shall  be 
so  stated  in  such  notice. 

Sec.  14.  If  at  any  such  meeting  thus  called,  a  ma- 
jority in  value  of  the  Stockholders  are  not  represented 
in  person  or  by  written  proxy,  such  meeting  shall  be 
adjourned  from  day  to  day,  not  exceeding  three  days, 
without  transacting  any  business  ;  and  if  within  said 
three  days  Stockholders  having  at  least  a  majority  in 
value  of  the  stock,  do  not  attend  and  participate  in 
such  meeting,  then  the  meeting  shall  be  dissolved. 

Sec.  15.  At  all  general  meetings  of  the  Stock- 
holders, two-thirds  in  value  of  the  Stockholders  of  the 
Company  being  present  in  person  or  proxy,  may 
remove  any  President,  Vice-President,  Treasurer,  Sec- 
retary, or  any  Director,  of  such  Company,  and  elect 
others  in  their  stead  ;  provided,  notice  of  such  in- 
tended removal  shall  have  been  given,  as  required  in 
the  two  last  preceding  sections.  Any  President,  Vice- 
President,  Secretary,  or  Treasurer,  may  be  removed 
by  the  Board  of  Directors  at  any  regular  meeting,  by 
the  votes  of  at  least  four  Directors  ;  notice  of  such 
intended  removal  having  been  given  at  the  regular 
meeting  next  preceding. 


BY-LAWS.  7 

Sec.  16.  A  majority  of  the  Board  of  Directors  shall 
form  a  quorum  for  the  transaction  of  business,  but  no 
debt  shall  be  contracted  without  a  resolution  passed 
by  at  least  four  votes,  and  regularly  entered  upon  the 
minutes  of  the  Board  of  Directors. 

Sec.  17.  The  Board  of  Directors  shall  hold  one 
regular  meeting  on  the  first  and  third  Tuesdays  of  each 
month,  at  3  p.  m.,  at  the  Company's  office,  for  the  trans- 
action of  business.  It  may  adjourn  from  day  to  day, 
for  want  of  a  quorum. 

AKTICLE  III. 

POWERS   AND   DUTIES   OF   OFFICERS,    ETC. 

Sec.  18.  The  President  shall  preside  at  all  meet- 
ings of  the  Board  of  Directors  and  of  the  Stockhold- 
ers. In  the  case  of  his  disability,  by  deatluor  other- 
wise, to  discharge  his  duties,  or  of  his  absence  from 
the  office  of  the  Company  for  thirty  consecutive  days, 
or  of  his  ceasing  to  be  qualified  as  a  Director,  his 
office  may  be  declared  vacant  by  the  Board,  which 
shall  thereupon  fill  the  vacancy  for  the  unexpired 
term.  He  shall  also  be  liable  to  removal  in  the  cases 
and  manner  provided  by  law.  In  case  of  his  absence, 
liis  powers  and  duties  shall  devolve,  during  his  ab- 
'■nce,  ujion  the  Vice  President. 

Sec.  19.  He  shall  sign,  as  President,  all  certificates 
of  stock,  and  all  contracts  and  other  instruments  of 
writing  which  shall  have  been  first  approved  by  the 
Board  of  Directors,  and  fix  the  corporate  seal  of  the 
Company  to  all  instruments  requiring  a  seal.  He 
shall  sign  all  checks  or  warrants   on  the  Treasurer. 


«  BY-LAWvS. 

He  shall  have  the  casting  vote  at  all  meetings  of  the 
Stockholders  and  Directors.  He  shall  call  the  Direct- 
ors together  whenever  he  deems  it  necessary,  and  shall 
have,  subject  to  the  advice  of  the  Directors,  the  gen- 
eral direction  of  the  affairs  of  the  Company. 

Sec.  20.  The  Treasurer  shall  safely  keep  all  mon- 
eys belonging  to  the  Company,  and  disburse  the  same 
under  the  direction  of  the  Board  of  Directors,  and  in 
conformity  with  the  By-Laws  of  the  Company. 

Sec.  21.  At  each  called  meeting  of  the  Stockhold- 
ers he  shall  submit  a  statement  of  his  accounts,  with 
proper  vouchers  ;  and  at  the  annual  meeting  in  August 
of  each  year,  a  complete  summary  of  them  for  the 
year. 

Sec.  22.  He  shall  make  no  payment  except  on  a 
check  or  warrant,  signed  by  the  President  and  coun- 
ter signed-by  the  Secretary. 

Sec.  23.  He  shall  discharge  such  other  duties  as 
pertain  to  his  office,  and  are  prescribed  by  the  Board 
of  Directors,  or  By-Laws. 

Sec.  24.  The  Secretary  shall  keep  a  record  of 
meetings,  proceedings  of  the  Board  of  Directors  and 
of  the  Stockholders,  in  the  manner  required  by  law. 

Sec,  25.  He  shall  keep  a  book  of  blank  certificates 
of  stock,  fill  up  and  countersign  all  certificates  issued, 
and  upon  such  issue  make  the  proper  entries  in  the 
margin  of  such  book. 

Sec.  26.  He  shall  keep  a  proper  transfer  book,  and 
a  stock  ledger  in  debit  and  credit  form,  showing  the 
number  of  shares  issued  to  or  transferred  by  any 
Stockholder,  and  the  date  of  such  issuance  and  trans- 
fer. 


BY-LAWS,  V 

Sec.  27.  He  shall  countersign  all  checks  drawn  on 
the  Treasurer,  keep  proper  account  liooks,  and  dis- 
charge such  other  duties  as  pertain  to  his  office,  and 
are  prescribed  by  the  Board  of  Directors  or  by  law. 
He  shall  keep  all  other  books  and  perform  all  other 
duties  required  by  law,  or  by  the  Board  of  Directors. 

Sec.  28.  A  General  Superintendent  may  be  ap- 
pointed by  the  Board  of  Directors,  and  be  removed 
at  their  pleasure.  He  shall  have  the  charge  and  di- 
rection of  the  business  of  the  Company  in  the  con- 
struction and  maintenance  of  its  road  and  works, 
subject  to  the  direction  of  the  President  and  control 
of  the  Board  of  Directors.  He  shall  make  monthly 
returns  to  the  Board  of  Directors  of  all  persons  hired 
or  employed  and  their  wages,  and  a  statement  of  all 
expenditures  accompanying  the  same,  with  necessary 
vouchers.     (Duplicates  of  which  he  shall  keep.) 

ARTICLE  IV. 

CERTIFICATES,    TRANSFER,    AND   ASSESSMENT     OF     STOCK, 
ETC. 

Sec.  29.  Certificates  of  stock  shall  be  issued  only 
for  full  paid  stock,  and  shall  be  of  such  form  and  de- 
vice as  the  Board  of  Directors  shall  determine  ;  and 
each  certificate  shall  be  signed  by  the  President  and 
countersigned  by  the  Secretary,  and  express  on  its 
face  its  number,  date  of  issue,  the  number  of  shares 
for  which  and  the  person  to  whom  it  is  issued.  Sev- 
eral certificates  may  be  issued  to  the  same  person  ; 
provided,  that  in  the  aggregate  they  do  not  exceed  the 


10  BY-l.AWS. 

number  of  shares  belonging  to  such  person.  The 
certificate  book  shall  contain  a  margin,  on  which  shall 
be  entered  the  number,  date,  number  of  shares,  and 
name  of  the  shareholder,  expressed  in  the  correspond- 
ing certificate. 

.  Sec.  80.  Every  transfer  of  stock  shall  be  entered 
in  the  transfer  book,  to  be  kept  by  the  Secretary,  by 
an  entry  showing  to  and  by  whom  transferred,  the 
numbers  and  designations  of  the  shares,  and  the  date 
of  the  transfer  ;  and  duly  attested  by  the  Secretary. 
No  transfer  shall  be  valid,  except  as  between  the  part- 
ies, unless  made  as  in  this  section  provided. 

Sec.  31.  The  stock  shall  be  transferable  upon  Mon- 
day of  every  week,  from  twelve  until  two  o'clock,  and 
as  in  the  last  preceding  section  specified,  and  upon 
the  books  of  the  Company,  upon  proper  assignment 
and  delivery  to  the  assignee  of  the  receipts  for  the  in- 
stallments paid  on  such  stock,  or  the  certificates  of 
stock,  when  fully  paid  ;  but  no  shares  shall  be  trans- 
ferable until  all  previous  calls  or  installments  thereon 
shall  have  been  fully  i)aid  in  ;  nor  shall  any  transfer 
of  the  stock  of  this  Company  be  valid,  except  as  be- 
tween the  parties  by  whom  and  to  whom  the  same  is 
transferred,  unless  at  least  thirty  per  cent,  has  been 
paid  thereon,  and  receipts  issued  therefor,  until  the 
same  is  approved  by  the  Board  of  Directors. 

Sec.  32.  The  surrendered  certificates  shall  in  all 
cases  be  cancelled  by  the  Secretary,  before  issuing  a 
new  one  in  lieu  thereof. 

Sec.  33.  The  sums  subscribad  by  the  Stockholders 
shall  be  called  in  by  the  Directors  Notice  of  each 
assessment  shall  be  given  as  provided  by  law.     The 


BY-LAWS.  11 

proceedings  upon  unpaid  assessments  shall  be  as  pro- 
vided bv  law. 

ARTICLE  V. 

MISCEIjLANEOUS. 

Sec.  34.  The  salaries  of  the  officers  and  employ- 
ees of  the  Comj^any,  shall  be  lixed  by  the  Board  of 
Directors  from  time  to  time.  The  traveling  expenses 
of  the  President  and  Directors,  and  of  any  other 
officers,  while  actually  engaged  in  the  business  of  the 
Company,  may  be  audited  and  allowed  by  the  Board. 
No  Director  shall  receive  any  compensation  for  his 
services  as  Director. 

Sec.  35.  The  books  and  accounts  of  the  Company, 
and  such  i:>ai)ers  as  may  be  placed  on  file  by  vote  of 
the  Stockholders  or  Directors,  shall  at  all  times,  in 
business  hours,  be  subject  to  the  inspection  of  the 
Board  of  Directors,  and  of  any  Director  or  Stock- 
holder. 

order  of  business. 

Sec.  3(5.  The  order  of  business  at  the  meetings  of 
the  Board  of  Directors  shall  be  as  follows  : — 

1st.  Reading  of  the  minutes  of  the  previous  meet- 
ing. 

2d.     The  Repoi-t  of  Committees. 

3d.     Motions  and  Resolutions. 

4th.     Presentation  of  Bills  and  Accounts. 

r)th.     Report  of  the  President. 

()th.     Repoi-t  of  the  Treasurer  and  other  officers. 

7th.     Miscellaneous  business. 

Hth.  Reatling  and  approval  of  the  Re(u)rds  of  the 
l>roceeding8  of  the  meeting. 

iHh.     Adjournment. 


12  BY-LAWS. 

AMENDMENTS. 

Sec.  37.  A  majority  of  the  full  Board  of  Directors 
may  at  any  regular  meeting,  (notice  having  been 
given  at  the  previous  meeting,)  alter  or  amend  these 
By-Laws  in  any  respect,  not  inconsistent  with  law 
and  the  Articles  of  Association. 


